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HBNK > SEC Filings for HBNK > Form 8-K on 7-Nov-2013All Recent SEC Filings

Show all filings for HAMPDEN BANCORP, INC.

Form 8-K for HAMPDEN BANCORP, INC.


7-Nov-2013

Entry into a Material Definitive Agreement, Change in Directors or Principa


Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2013, the Boards of Directors of the Company and Hampden Bank ("the Bank") voted to enter into change in control agreements between the Company, the Bank and seven of our senior officers, for a one year period. The material terms of the Company and Bank change in control agreements were previously disclosed in the Company's Registration Statement on Form S-1 (File No. 333-137359) and are incorporated herein by reference. The form of change in control agreement is filed as Exhibit 10.1 hereto.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) The information contained in Item 1.01 above with respect to the change of control agreements with seven of our senior officers is incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company's Annual Meeting of Stockholders was held on November 5, 2013 (the "Annual Meeting"). IVS Associates, Inc., the independent inspector of elections for the Annual Meeting, provided a certified voting report on November 7, 2013. On November 7, 2013, the Company issued a press release announcing the results of voting at the Annual Meeting. A copy of the press release is attached as Exhibit 99.2 hereto. Of the 5,640,444 shares of common stock issued and outstanding and eligible to vote as of the record date of September 16, 2013, a quorum of 4,502,101 shares, or 80% of the eligible shares, was present in person or represented by proxy. The following actions were taken at such meeting.

(a) Election of the Board of Director's four nominees, Thomas R. Burton, Arlene Putnam, Linda Silva Thompson and Richard D. Suski, as Class III directors for three year terms expiring in 2016. The final tabulation of voting results for the election of directors as set forth in the report of the independent inspector of elections is set forth below:

Board of Director's    Voted   Withheld   Broker
Nominees:               For    Authority Non-Votes
Thomas R. Burton     4,094,832  234,911   172,358
Arlene Putnam        4,117,769  211,974   172,358
Richard D. Suski     2,442,206  73,222    172,358

Linda Silva Thompson 2,429,666 85,762 172,358

Opposition Nominees: Voted Withheld Broker For Authority Non-Votes Johnny Guerry 1,756,314 58,001 172,358 Garold R. Base 1,770,748 43,567 172,358

After the meeting, Stanley Kowalski, Jr., Mary Ellen Scott, and Glenn S. Welch continued to serve as our Class I directors for terms which expire in 2014 and Judith E. Kennedy, Richard J. Kos, and Kathleen O'Brien Moore continued to serve as our Class II Directors for terms which expire in 2015.

(b) Ratification of the selection of Wolf & Company, P.C. to serve as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2014. The voting results for this proposal are set forth below:

For Against Abstentions 4,278,241 165,323 58,537


(c) Approval of a non-binding, advisory vote on executive compensation of our named executive officers. The voting results for this proposal are set forth below:

For Against Abstentions Broker Non-Votes 2,654,669 1,564,296 110,778 172,358

(d) Approval of a non-binding, advisory vote on the frequency of holding an advisory vote on the compensation of our named executive officers. The voting results for this proposal are set forth below:

Every Year Every Two Years Every Three Years Abstentions Broker Non-Votes 3,996,246 86,570 125,926 121,000 172,359

Consistent with the recommendation of the board of directors and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the earlier of (i) the next required vote on the frequency of such advisory vote, which is currently expected to be held at our 2019 annual meeting of stockholders; or (ii) such date that the board of directors decides to hold the next stockholder advisory vote on the frequency of such advisory votes.

(e) Rejection of a non-binding shareholder proposal requesting that the Company's board of directors explore avenues to enhance shareholder value through an extra-ordinary transaction (defined here as a transaction not in the ordinary course of business operations) including, but not limited to, selling or merging the Company with another institution. The voting results for this proposal are set forth below:

For Against Abstentions Broker Non-Votes 2,070,292 2,166,855 92,596 172,358



Item 8.01. Other Events

On November 5, 2013, the Company issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.06 per common share, payable on November 29, 2013, to stockholders of record at the close of business on November 15, 2013. A copy of the press release announcing the declaration is attached as Exhibit 99.1.

In order to underscore that the Company's Board of Directors took the vote on last year's shareholder proposal seriously and acted on it and has listened to its shareholders, on November 7, 2013, the Company issued a press release announcing that it has engaged the investment bank Sterne, Agee & Leach, Inc. to help it identify and evaluate various strategic and/or operating scenarios intended to maximize shareholder value. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. No decision has been made as to whether the Company will engage in a transaction or transactions resulting from its consideration of strategic alternatives or the scope of such a transaction, and no assurance can be given that any transaction or transactions will occur or, if undertaken, the form, terms or timing of such a transaction.



Item 9.01. Financial Statements and Exhibits.

(d)      The following exhibits are filed with this report:

Exhibit Number                         Description
10.1             Form of Change in Control Agreement
99.1             Press Release issued by the Company on November 5, 2013
99.2             Press Release issued by the Company on November 7, 2013


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